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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
December
12, 2023
Date
of Report (Date of earliest event reported)
ECD
AUTOMOTIVE DESIGN, INC.
(Exact
Name of Registrant as Specified in its Charter)
| Delaware |
|
001-41497 |
|
86-2559175 |
| (State
or other jurisdiction |
|
(Commission
|
|
(I.R.S.
Employer |
| of
incorporation) |
|
File
Number) |
|
Identification
No.) |
4390
Industrial Lane
Kissimmee,
Florida |
|
34758 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (407) 483-4825
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock |
|
EFHT |
|
The
Nasdaq Stock Market LLC |
| Warrants |
|
EFHTW |
|
The
Nasdaq Stock Market LLC |
| Rights |
|
EFHTR |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
As
previously disclosed, on October 14, 2023, EF Hutton Acquisition Corporation I, now known as ECD Automotive Design, Inc. (the “Company”
or the “Registrant”), EF Hutton LLC (f/k/a EF Hutton, division of Benchmark Investments, LLC) (“EF Hutton”) and
Humble Imports Inc, d/b/a ECD Auto Design, a Florida corporation (“Humble”) entered into a Satisfaction and Discharge Agreement,
pursuant to which the parties agreed that EF Hutton’s deferred underwriting commission in the aggregate amount of $4,025,000 and
the PIPE placement agent fee in the aggregate amount of $1,370,000 will be settled with (1) a cash payment in the amount of $500,000
at Closing and (2) issuance of 500,000 restricted shares of the Company’s Common Stock to EF Hutton, or its designees at Closing.
On
December 12, 2023, the Company, EF Hutton and Humble amended the Satisfaction and Discharge Agreement (the “Amended Agreement”)
to provide that EF Hutton’s deferred underwriting commission in the aggregate amount of $4,025,000 and the PIPE placement agent
fee in the aggregate amount of $1,370,000 will be settled with (1) a cash payment in the amount of $400,000 at Closing and (2) issuance
of 750,000 restricted shares of the Company’s Common Stock to EF Hutton, or its designees at Closing.
This
description of the Amended Agreement is qualified in its entirety by reference to the full text of the Amended Agreement, which is filed
as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated herein by reference.
Item
7.01 Regulation FD Disclosure
As
previously disclosed, on March 3, 2023, the Company entered into a Merger Agreement (the “Merger Agreement”) with Humble,
ECD Auto Design UK, Ltd., an England and Wales corporation, EFHAC Merger Sub, Inc., a Florida corporation (“Merger Sub”)
and wholly-owned subsidiary of the Company, and Scott Wallace, as the Securitiyholder Representative, pursuant to which Merger Sub will
merge with and into Humble with Humble as the surviving corporation and becoming a wholly-owned subsidiary of the Company (the “Business
Combination”). In connection with the Business Combination, the Company will change its name to “ECD Automotive Design Inc.”
or such other name designated by Humble by notice to the Company.
On
December 12, 2023, ECD Automotive Design Inc. received notification from The Nasdaq Stock Market LLC that its common stock and warrants
are approved for listing on Nasdaq under the symbols “ECDA” and “ECDAW,” respectively. On December 12, 2023,
the Company and Humble filed a press release stating that following the completion of the previously announced Business Combination between
the Company and Humble, the newly combined company will be named “ECD Automotive Design Inc.”, and its common stock and warrants
will trade on the Nasdaq Global Market under the symbols “ECDA” and “ECDAW,” respectively, from the open of trading
on Wednesday, December 13, 2023 (the “Nasdaq Release”). A copy of the Nasdaq Release is attached hereto as Exhibit 99.1.
On
December 12, 2023, the Company issued a press release to announce the successful closing of the Business Combination between the Company
and Humble and that the transaction was supported by a $15 million PIPE (the “Business Combination Release). A copy of the Business
Combination Release is attached hereto as Exhibit 99.2.
The
information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, is furnished and shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the
Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K
will not be deemed an admission as to the materiality of any information of the information contained in this Item 7.01, including Exhibit
99.1 and Exhibit 99.2.
IMPORTANT
NOTICES
Important
Notice Regarding Forward-Looking Statements
This
Current Report on Form 8-K contains certain “forward-looking statements” within the meaning of the Securities Act and the
Exchange Act both as amended. Statements that are not historical facts, including statements about the pending transactions described
above, and the parties’ perspectives and expectations, are forward-looking statements. Such statements include, but are not limited
to, statements regarding the proposed transaction, including the anticipated initial enterprise value and post-closing equity value,
the benefits of the proposed transaction, integration plans, expected synergies and revenue opportunities, anticipated future financial
and operating performance and results, including estimates for growth, the expected management and governance of the combined company,
and the expected timing of the transactions. The words “expect,” “believe,” “estimate,” “intend,”
“plan” and similar expressions indicate forward-looking statements. These forward-looking statements are not guarantees of
future performance and are subject to various risks and uncertainties, assumptions (including assumptions about general economic, market,
industry and operational factors), known or unknown, which could cause the actual results to vary materially from those indicated or
anticipated.
The
forward-looking statements are based on the current expectations of the management of the Registrant and Humble, as applicable, and are
inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement.
There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve
a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those
expressed or implied by these forward-looking statements including: risks related to Humble’s businesses and strategies; the ability
to complete the proposed business combination due to the failure to obtain approval from the Registrant’s stockholders or satisfy
other closing conditions in the definitive merger agreement; the amount of any redemptions by existing holders of the Registrant’s
common stock; the ability to recognize the anticipated benefits of the business combination; other risks and uncertainties included under
the header “Risk Factors” in the Registration Statement to be filed by the Registrant, in the final prospectus of EF Hutton
Acquisition Corporation I for its initial public offering dated September 9, 2022; and in EF Hutton Acquisition Corporation I’s
other filings with the SEC. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned
not to place undue reliance on these forward-looking statements. Forward-looking statements relate only to the date they were made, and
the Registrant, Humble and their subsidiaries undertake no obligation to update forward-looking statements to reflect events or circumstances
after the date they were made except as required by law or applicable regulation.
No
Offer or Solicitation
This
Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities
or in respect of the transactions described above and shall not constitute an offer to sell or a solicitation of an offer to buy the
securities of EF Hutton Acquisition Corporation I or Humble, nor shall there be any sale of any such securities in any state or jurisdiction
in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such
state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10
of the Securities Act of 1933, as amended, or an exemption therefrom.
Item
9.01. Financial Statements and Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Dated:
December 12, 2023 |
|
|
| |
|
|
| |
ECD
AUTOMOTIVE DESIGN, INC. |
| |
|
|
| |
By:
|
/s/
Raymond Cole |
| |
Name:
|
Raymond
Cole |
| |
Title:
|
Chief
Financial Officer |
Exhibit
10.1
AMENDED
SATISFACTION AND DISCHARGE OF indebtedness pursuant to underwriting agreement dated September
8, 2022
This
Amended Satisfaction and Discharge of Indebtedness (the “Satisfaction and Discharge”) is made and entered into to be effective
as of December 11, 2023, by and between EF Hutton Acquisition Corporation I, a Delaware corporation (the “Company”), Humble
Imports, Inc. (d/b/a/ ECD Auto Design) (“ECD”), and EF Hutton LLC (f/k/a EF Hutton, division of Benchmark Investments, LLC”)
(“EF Hutton”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Underwriting
Agreement (as defined below).
RECITALS
WHEREAS,
the Company and EF Hutton are parties to an Underwriting Agreement dated September 8, 2022 (the “Underwriting Agreement”);
WHEREAS,
the Sections 1.3 and 3.17 of Underwriting Agreement provide the principal sum of $4,025,000 (the “Deferred Underwriting Commission”)
shall be payable to EF Hutton upon the consummation of the Company’s initial business combination, and the Company agreed that
it will cause the Trustee to pay the Deferred Underwriting Commission directly from the Trust Account to EF Hutton.
WHEREAS,
on March 6, 2023, the Company and ECD announced that they signed a definitive business combination agreement that will result at the
closing of the business combination with the Company changing its name to E.C.D. Automotive Design Inc. (the “Business Combination”).
WHEREAS,
the Business Combination is scheduled to close on or about December 12, 2023, at which time, the Deferred Underwriting Commission to
EF Hutton would be immediately due and payable.
WHEREAS,
the Company and ECD requested of EF Hutton that in lieu of the Company tendering the full amount of the Deferred Underwriting Commission
($4,025,000) in cash, EF Hutton accept ordinary shares of the Company in partial satisfaction of the Deferred Underwriting Commission.
WHEREAS,
the Company and EF Hutton entered into a placement agent agreement dated March 15, 2023 (the “PAA”), in connection with the
Company seeking financing at the time of the Business Combination (the “PIPE”), and pursuant to the PAA, EF Hutton raised
PIPE proceeds of approximately $15,819,209, which pursuant to the PAA entitles EF Hutton a placement agent fee of approximately $1,370,000
(the “PIPE Commission”).
WHEREAS,
in lieu of collecting the full amount of the Deferred Underwriting Commission and PIPE Commission in cash at the time of the closing
of the Business Combination, the parties on October 14, 2023 entered into the Satisfaction and Discharge of Indebtedness Agreement (the
“Satisfaction Agreement”), in which EF Hutton agreed to accept as full satisfaction of the Deferred Underwriting Commission
and the PIPE Commission, the specific allocated payments of (1) $500,000 in cash at the time of the closing of the Business Combination;
and (2) and 500,000 of newly issued shares of the Company’s common stock, $.0001 par value per share, that were to be issued and
delivered to EF Hutton on the closing date of the Business Combination.
WHEREAS,
subsequent to the execution of the Satisfaction Agreement, the Company and ECD request that EF Hutton amend the Satisfaction Agreement
and accept as full satisfaction of the Deferred Underwriting Commission and the PIPE Commission, the specific allocated payments of (i)
$400,000 in cash at the time of the closing of the Business Combination; (ii) 750,000 of newly issued shares of the Company’s common
stock, $.0001 par value per share (the “Shares”.) The Shares shall be issued and delivered to EF Hutton or their designees
on the closing date of the Business Combination.
NOW
THEREFORE, the Parties hereto agree to amend the Satisfaction Agreement as follows:
ARTICLE
I
CONDITIONS
TO SATISFACTION AND DISCHARGE
| 1.1 | EF
Hutton shall only acknowledge the satisfaction and discharge of the Deferred Underwriting
Commission and will only acknowledge that the Company’s obligations to pay in cash
the Deferred Underwriting Commission under the Underwriting Agreement and the PIPE Commission
under the PAA, have been satisfied and discharged, if the below conditions occur: |
| A. | On
the closing date of the Business Combination, the Company wires $400,000 to the bank account
of EF Hutton; and |
| B. | On
the closing date of the Business Combination, the Company transfers to EF Hutton (or its
designees) the Shares (at $.0001 par value per share). |
| 1.2 | After
the conditions above are satisfied, EF Hutton shall acknowledge the satisfaction and discharge
of the Deferred Underwriting Commission and the PIPE Commission, except with respect to Article
II below. |
ARTICLE
II
POST-SATISFACTION
COMPANY COVENANTS
| 2.1 | After
EF Hutton has acknowledged the satisfaction and discharge of the Deferred Underwriting Compensation
and the PIPE Commission, the Company irrevocably covenants to perform the following actions: |
| A. | Within
thirty
(30) days from the closing date of Business Combination, the Company shall cause to be registered
under the Securities Act all of the Shares that EF Hutton has requested to be registered. |
| B. | Alternatively,
if after twelve (12) months from the closing date of the Business Combination (the “Twelve-month
Period Date”), the Company has not registered any of EF Hutton’s Shares on an
effective Registration Statement, then the Company will confirm in writing that such Shares
are freely sellable under Rule 144. No later than the Twelve-month Period Date, the Company
shall provide EF Hutton a valid legal opinion that its Shares are eligible for resale pursuant
to Rule 144. |
ARTICLE
II
MISCELLANEOUS
PROVISIONS
| 3.1 | This
Satisfaction and Discharge shall be governed by and construed in accordance with the laws
of the State of New York. |
| 3.2 | This
Satisfaction and Discharge may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but all of which shall together constitute but
one and the same instrument. |
| 3.3 | The
Company hereby acknowledges and agrees that EF Hutton shall remain entitled to all of its
rights, protections, indemnities and immunities set forth in the Underwriting Agreement and
the PAA. |
Remainder
of the page intentionally left blank.
IN
WITNESS WHEREOF, EF Hutton and the Company have caused their corporate names to be hereunto affixed, and this instrument to be signed
by their respective authorized officers, all as of the day and year first above written.
| EF
HUTTON LLC |
|
| |
|
|
| By: |
/s/ Sam Fleischman |
|
| Name:
|
Sam
Fleischman |
|
| Title:
|
Supervisory
Principal |
|
| EF
HUTTON ACQUISITION CORPORATION I |
|
| |
|
|
| By: |
/s/ Benjamin Piggott |
|
| Name:
|
Benjamin
Piggott |
|
| Title:
|
Chief
Executive Officer |
|
| HUMBLE
IMPORTS, INC. d/b/a ECD AUTO DESIGN |
|
| |
|
|
| By:
|
/s/ Scott Wallace |
|
| Name: |
Scott
Wallace |
|
| Title: |
Chief
Executive Officer |
|
Exhibit
99.1
ECD
AUTO DESIGN AND EF HUTTON ACQUISITION CORPORATION I ANNOUNCE THE COMBINED COMPANY EXPECTED TO BEGIN TRADING ON THE NASDAQ GLOBAL MARKET
(NASDAQ: ECDA)
ECD
Automotive Design. Inc. to Ring NASDAQ Opening Bell on December 13, 2023
Kissimmee,
FL – December __, 2023 – Humble Imports, Inc. d/b/a ECD Auto Design (“ECD” or the “Company”),
a leader in delivering restored, modified and electrified Land Rover Defenders, Jaguars, and other classic and collectible automobiles,
and EF Hutton Acquisition Corporation I (“EFHT”) (NASDAQ: EFHT), a special purpose acquisition company formed by affiliates
of EF Hutton LLC, today announced that following the completion of the previously announced business combination between ECD and EFHT,
the newly combined company will be named “ECD Automotive Design Inc.”, and its common stock and warrants will trade on the
Nasdaq Global Market under the symbols “ECDA” and “ECDAW,” respectively, from the open of trading on Wednesday,
December 13, 2023.
Nasdaq
Opening Bell Ceremony
ECD
management is scheduled to ring the opening bell of the Nasdaq Stock Market on Wednesday, December 13, 2023. The opening bell ceremony
will be broadcast live starting at 9:15 a.m. Eastern Time from the NASDAQ MarketSite Tower in New York, NY. To view the broadcast, please
click here.
Advisors
EF
Hutton LLC is serving as Capital Markets Advisor and Placement Agent to EFHT. Loeb & Loeb, LLP is serving as legal counsel to EFHT.
PAG.Law PLLC and Shuffled, Lowman & Wilson PA are serving as legal counsel to ECD
About
Humble Imports, Inc. d/b/a ECD Auto Design
ECD
is a creator of restored luxury vehicles that combines classic English beauty with modern performance. Currently, ECD restores Land Rovers
Defenders, Land Rover Series IIA, the Range Rover Classic and the Jaguar E-Type. Each vehicle produced by ECD is fully bespoke, a one-off
that is designed by the client through an immersive luxury design experience and hand-built from the ground up in 2,200
hours by master-certified Automotive Service Excellence (“ASE”) craftsmen. The Company was founded in 2013 by three British ”petrol
heads’’ whose passion for classic vehicles is the driving force behind exceptionally high standards for quality, custom luxury
vehicles. ECD’s global headquarters, known as the ”Rover Dome,” is a 100,000-square-foot facility
located in Kissimmee, Florida that is home to 83 talented craftsmen and technicians, who hold a combined 61 ASE and five master level
certifications. ECD has an affiliated logistics center in the U.K. where its seven employees work to source and transport 25-year-old
work vehicles back to the U.S. for restoration.
Copies
of this and other news releases as well as other information about ECD Auto Design can be obtained online at www.ecdautodesign.com.
About
EF Hutton Acquisition Corporation I
EFHT
is a blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase,
reorganization, or similar business combination with one or more businesses.
Forward-Looking
Statements
This
press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the
United States Private Securities Litigation Reform Act of 1995. ECD’s and EFHT’s actual results may differ from their expectations,
estimates, and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events.
Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,”
“intend,” “plan,” “may,” “will,” “could,” “should,” “believes,”
“predicts,” “potential,” “continue,” and similar expressions (or the negative versions of such words
or expressions) are intended to identify such forward-looking statements. These forward-looking statements include, without limitation,
ECD’s and EFHT’s expectations with respect to future performance and anticipated financial impacts of the proposed Business
Combination, the satisfaction of the closing conditions to the proposed Business Combination, and the timing of the completion of the
proposed Business Combination.
These
forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from
those discussed in the forward-looking statements. Most of these factors are outside ECD’s and EFHT’s control and are difficult
to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change, or other
circumstances that could give rise to the termination of the Merger Agreement; (2) the outcome of any legal proceedings that may be instituted
against ECD and EFHT following the announcement of the Merger Agreement and the transactions contemplated therein; (3) the inability
to complete the proposed Business Combination, including due to failure to satisfy conditions to closing in the Merger Agreement; (4)
the occurrence of any event, change, or other circumstance that could give rise to the termination of the Merger Agreement or could otherwise
cause the transaction to fail to close; (5) the inability to obtain the listing of the combined company’s common stock on the Nasdaq
Stock Market following the proposed Business Combination; (6) the risk that the proposed Business Combination disrupts current plans
and operations as a result of the announcement and consummation of the proposed Business Combination; (7) the ability to recognize the
anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition, the ability of
ECD to grow and manage growth profitably, and retain its key employees; (8) costs related to the proposed Business Combination; (9) changes
in applicable laws or regulations; (10) the possibility that ECD and EFHT may be adversely affected by other economic, business, and/or
competitive factors; (11) risks relating to the uncertainty of the projected financial information with respect to ECD; (12) risks related
to the organic and inorganic growth of ECD’s business and the timing of expected business milestones; and (13) other risks and
uncertainties indicated from time to time in the final prospectus of EFHT for its initial public offering and the registration statement
on Form S-4, including the proxy statement relating to the proposed Business Combination, including those under “Risk Factors”
therein, and in EFHT’s other filings with the SEC. EFHT cautions that the foregoing list of factors is not exclusive. ECD and EFHT
caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. ECD and EFHT do
not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements
to reflect any change in their expectations or any change in events, conditions, or circumstances on which any such statement is based.
No
Offer or Solicitation
This
press release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect
of the proposed Business Combination. This press release shall also not constitute an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale
would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an
exemption therefrom.
Contacts:
For
Humble Imports, Inc. d/b/a ECD Auto Design:
Scott
Wallace
Chairman
and CEO
4930
Industrial Lane, Unit 107, Kissimmee, FL 34758
Email:
investorrelations@ecdautodesign.com
Tel:
407-483-4825
Rob
Fink or Matt Chesler
FNK
IR
Email:
ecda@fnkir.com
Tel:
646-809-4048 / 646-809-2183
For
EF Hutton Acquisition Corporation I:
Benjamin
Piggott
Chairman
and CEO
Email:
bpiggott@efhuttonacquisitioncorp.com
Tel:
929-528-0767
Exhibit
99.2
ECD
Auto Design Completes Business Combination with EF Hutton Acquisition Corporation I
Business
combination supported by a $15 million PIPE and expected to accelerate ECD’s growth as the scaled leader in restoring and modifying
Land Rover Defenders and other collector vehicles
Shares
to begin trading on NASDAQ under ticker symbol “ECDA” on December 13, 2023
Kissimmee,
FL – December 13, 2023 – ECD Automotive Design Inc. (“ECD” or the “Company”), the industry leader
in delivering restored, modified and electrified Land Rover Defenders, Jaguars, and other classic and collectible automobiles, today
announced the successful closing of the business combination between Humble Imports, Inc. d/b/a ECD Auto Design and EF Hutton Acquisition
Corporation I (“EFHT”) (NASDAQ: EFHT), a special purpose acquisition company formed by affiliates of EF Hutton. The common
shares of the combined company, which will operate as ECD Automotive Design Inc., are expected to commence trading on the Nasdaq Global
Market under the ticker symbol “ECDA” on Wednesday, December 13, 2023.
Founded
in 2013 by three British gear heads, ECD has become the leader in the restoration, modification and electrification of classic automobiles.
E.C.D specializes in “restomods” (restoration and modification) and is dedicated to fully restoring classic autos from the
ground up, returning the nostalgic experience to the road and ensuring their timelessness with modification touches, performance, and
quality upgrades. The ECD line-up currently includes the Land Rover Defender, the Land Rover Series IIA, the Range Rover Classic and
the Jaguar E-Type. Since inception, the Company has delivered over 500 vehicles, and has increased the number of units built and the
average selling price of a vehicle at a compound annual growth rate of 26% and 19%, respectively. The additional capital and public listing
will help advance ECD’s goals of unlocking further growth through innovating its product line and consolidating the fragmented
restomod market.
Scott
Wallace, CEO and Co-Founder, will continue to lead the combined company, along with its current proven management team including Co-Founders
Tom Humble, Emily Humble, Elliott Humble, and CFO Raymond Cole.
Mr.
Wallace commented, “This transaction and a Nasdaq listing positions ECD to accelerate our growth as the scaled leader in restomods.
We create truly ‘one of one’ vehicle builds and offer highly engaging experiences for consumers who share our genuine passion
for automotives. With demand for these creations on the rise, we are in the pole position to expand our business by bringing new innovations
to our product line and consolidating the fragmented industry. This is an exciting milestone for our staff, customers and many fans.”
“We
are pleased to close the business combination with ECD and officially list the Company on the NASDAQ,” said Benjamin Piggott, the
Chairman of ECD’s Board of Directors. “We view ECD as the scaled leader in an emerging industry, and a platform for the restoration
and modification of exotic automobiles. The ability to create a fully customized and highly luxurious offering for consumers, including
all of the modern technology and conveniences, is an attractive value proposition that can be expanded through targeted organic and strategic
growth opportunities throughout a fragmented industry. ECD has essentially been self-financed since inception. With a business generating
positive free cash flow, the injection of capital into the business has the potential to accelerate ECD’s already strong organic
growth profile and facilitate acquisitive growth.”
Transaction
Overview
The
business combination values ECD at a proforma enterprise value of $330 million. In conjunction with the closing of the business combination,
existing shareholders of ECD received $2 million in cash and the following securities: 25.1 million common shares, 39,000 shares Series
A Convertible Preferred Stock, a warrant to purchase 1,091,525 common shares, and a warrant to purchase 15,819 shares of Series A Preferred
Stock. The transaction was supported by a $15 million financing led by strategic investors in the form of a new series of Senior Secured
Convertible Notes in the aggregate original principal amount of approximately $15.8 million.
EFHT
shareholders approved the business combination at a special meeting held on December 7, 2023.
Advisors
EF
Hutton served as Capital Markets Advisor and Placement Agent to EFHT. Loeb & Loeb, LLP served as legal counsel to EFHT. Shuffield,
Lowman & Wilson PA and Pag Law PLLC served as legal counsel to ECD.
About
ECD Automotive Design
ECD
is a creator of restored luxury vehicles that combines classic English beauty with modern performance. Currently, ECD restores Land Rovers
Defenders, Land Rover Series IIA, the Range Rover Classic and the Jaguar E-Type. Each vehicle produced by ECD is fully bespoke, a one-off
that is designed by the client through an immersive luxury design experience and hand-built from the ground up in 2,200
hours by master-certified Automotive Service Excellence (“ASE”) craftsmen. The Company was founded in 2013 by three British ”gear
heads’’ whose passion for classic vehicles is the driving force behind exceptionally high standards for quality, custom luxury
vehicles. ECD’s global headquarters, known as the ”Rover Dome,” is a 100,000-square-foot facility
located in Kissimmee, Florida that is home to 80 talented craftsmen and technicians, who hold a combined 61 ASE and five master level
certifications. ECD has an affiliated logistics center in the U.K. where its seven employees work to source and transport 25-year-old
work vehicles back to the U.S. for restoration. For more information, visit www.ecdautodesign.com.
Forward-Looking
Statements
This
press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the
United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as
“believe,” “may,” “will,” “estimate,” “continue,” “anticipate,”
“intend,” “expect,” “should,” “would,” “plan,” “future,” “outlook,”
and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence
of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to,
statements regarding estimates and forecasts of other performance metrics and projections of market opportunity. These statements are
based on various assumptions, whether or not identified in this communication and on the current expectations of ECD’s and EFHT’s
management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only
and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive
statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions.
Many actual events and circumstances are beyond the control of ECD and EFHT. Some important factors that could cause actual results to
differ materially from those in any forward-looking statements could include changes in domestic and foreign business, market, financial,
political and legal conditions.
If
any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by
these forward-looking statements. There may be additional risks that ECD and EFHT do not presently know, or that ECD and EFHT currently
believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition,
forward-looking statements reflect ECD’s and EFHT’s current expectations, plans and forecasts of future events and views
as of the date hereof. Nothing in this communication should be regarded as a representation by any person that the forward-looking statements
set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should
not place undue reliance on forward-looking statements in this communication, which speak only as of the date they are made and are qualified
in their entirety by reference to the cautionary statements herein and the risk factors of ECD and EFHT described in the joint preliminary
proxy statement and a preliminary prospectus contained in the Form S-4 registration statement that ECD and EFHT filed with the SEC, including
those under “Risk Factors” therein. ECD and EFHT anticipate that subsequent events and developments will cause their assessments
to change. However, while ECD and EFHT may elect to update these forward-looking statements at some point in the future, they each specifically
disclaim any obligation to do so, except as required by law. These forward-looking statements should not be relied upon as representing
ECD’s or EFHT’s assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should
not be placed upon the forward-looking statements.
Contacts:
ECD
Automotive Design
Scott
Wallace, Chairman and CEO
Email:
investorrelations@ecdautodesign.com
FNK
IR
Rob
Fink or Matt Chesler, CFA
Email:
ecda@fnkir.com
Tel:
646-809-4048 / 646-809-2183
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